Indemnification Agreement For Directors

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Indemnification Agreement For Directors

Indemnification Agreement For Directors

RECITALS

WHEREAS, {{company_name}} (the “Company”) desires to attract and retain highly qualified individuals to serve as directors of the Company; and

WHEREAS, in recognition of the substantial risks and responsibilities undertaken by directors, the Company wishes to provide indemnification to its directors to the fullest extent permitted by law.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and {{director_name}} (the “Director”) agree as follows:

1. INDEMNIFICATION

The Company shall indemnify and hold harmless the Director to the fullest extent permitted by applicable law against any and all expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement) incurred by the Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which the Director is involved by reason of the fact that the Director is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

This indemnification shall be applicable whether or not the Director continues to be a director at the time of the expense, judgment, fine or settlement and shall inure to the benefit of the heirs, executors and administrators of the Director.

2. ADVANCEMENT OF EXPENSES

The Company shall pay the expenses (including attorneys’ fees) incurred by the Director in defending any action, suit or proceeding referred to in Section 1 in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by the Director to repay all amounts advanced if it shall ultimately be determined that the Director is not entitled to be indemnified under this Agreement or otherwise.

3. LIMITATIONS ON INDEMNIFICATION

Notwithstanding any other provision in this Agreement, the Company shall not indemnify the Director if a final judicial determination establishes that acts or omissions of the Director were due to willful misconduct or a knowing and culpable violation of law.

This indemnification shall also not cover any expenses incurred by the Director if the action, suit or proceeding is brought by the Director against the Company, unless such action is authorized by the Company’s Board of Directors.

4. INSURANCE

To the extent that the Company maintains directors’ and officers’ liability insurance, the Director shall be covered by such insurance in accordance with its terms to the maximum extent of the coverage available for any director. The Company shall not be obligated to maintain such insurance.

5. NOTIFICATION AND DEFENSE OF CLAIM

The Director shall give the Company prompt written notice of any action, suit or proceeding for which indemnification may be sought under this Agreement. The Company shall have the right to assume the defense of such action, suit or proceeding with counsel of its choice, and the Director shall cooperate with the Company in such defense. The Director shall have the right to employ separate counsel in any such action, suit or proceeding at the Director’s expense.

6. TERM OF AGREEMENT

This Agreement shall continue in full force and effect for so long as the Director serves as a director of the Company, and thereafter for any actions, suits or proceedings arising from the Director’s service to the Company.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Company and the Director regarding the subject matter hereof and supersedes all prior agreements, understandings, discussions, and negotiations, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.

COMPANY: {{company_name}} By: _____________________________ Name: {{company_representative_name}} Title: {{company_representative_title}} Date: {{agreement_date}} Director: _____________________________ Name: {{director_name}} Date: {{agreement_date}}